EX-10.9 11 tv480371_ex10-9.htm EXHIBIT 10.9


Exhibit 10.9





本人, ,中国公民,身份证号码为 ,在本授权委托书签署之日拥有江苏苏轩堂药业有限公司 (“内资公司”) %的股权。就本人在内资公司现时和将来持有的股权 (“本人股权”),本人特此不可撤销地授权泰州苏轩堂生物科技有限公司 (“WFOE”)在本授权委托书的有效期内行使如下权利:

I, , a Chinese citizen with Chinese Identification Card No.: , and a holder of % of the entire registered capital in Jiangsu Su Xuan Tang Pharmaceutical Co., Ltd. (the “Domestic Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Taizhou Su Xuan Tang Biotechnology Co., Ltd. “WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in the Domestic Company (“My Shareholding”) during the term of this Power of Attorney:


授权WFOE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利: (1)参加内资公司的股东会; (2)行使按照法律和内资公司章程规定本人所享有的全部股东权和股东表决权,包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分;以及 (3)作为本人的授权代表指定和任命内资公司的法定代表人、董事、监事、总经理以及其他高级管理人员等。

The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: (1) attending shareholders’ meetings of the Domestic Company; (2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and the Domestic Company’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and (3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of the Domestic Company.


WFOE将有权代表本人签署本人与WFOE、内资公司于20171013日签署的独家购买权协议以及本人与WFOE、内资公司于20171013日签署的股权质押协议 (包括上述文件的修改、修订或重述,合称“交易文件”)中约定的需由本人签署的所有文件,如期履行交易文件,该权利的行使将不对本授权形成任何限制。

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among me, the WFOE and the Domestic Company on October 13, 2017 and the Equity Pledge Agreement entered into by and among me, the WFOE and Domestic Company on October 13, 2017 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.



All the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by the WFOE.



The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, the WFOE shall designate a PRC citizen to exercise the aforementioned rights.



During the period that I am a shareholder of the Domestic Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.



During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the WFOE through this Power of Attorney, and shall not exercise such rights by myself.







This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.



This Power of Attorney is signed on October 13, 2017.






Accepted by    
Taizhou Su Xuan Tang Biotechnology Co., Ltd.    
姓名: 周峰      
Name: Feng ZHOU      
职位: 法定代表人      
Title:   Legal Representative      
Acknowledged by:      
Beijing Fengshun Lubao Vehicle Auction Co., Ltd.      
姓名: 周峰      
Name: Feng ZHOU      
职位: 法定代表人      
Title:   Legal Representative